EXHIBIT 10.1
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT is made and entered into as of the 7th day of
September, 2004, by and between RUBY MINING COMPANY, a Colorado corporation
("Ruby") and DIVERSIFIED FINANCIAL INVESTOR RELATIONS CONSULTANTS LLC, a Florida
Limited Liability Corporation ("Consultant").
WHEREAS, Consultant has extensive knowledge and experience in the
structure, management and operation of public companies; identifying and
negotiating with prospective business partners and directors, officers,
consultants; Consultant has experience in dealing with financial advisors and
retail clients, which are shareholders. Consultant has compiled a list of over
5,000 Financial Advisors, complete with addresses and phone numbers; Consultant
will be contacting them on a regular basis to search out those that may be
interested in Admiralty and encouraging them to build a position in the company.
H. Xxx XxXxxxxx, manager of Diversified Financial has operated his own financial
services retail firm, under the name of M & A Financial, for eleven years; He
has been recognized by Registered Representative magazine as one of America's
Top Ten Investment Advisors; and he was recognized by Xxxxxxx Xxxxx Financial
Services for operating the most outstanding office and selected as Manager of
the Year. This experience gives Consultant an advantage when contacting
financial advisors or shareholders;
WHEREAS, Consultant has set up a network of former financial advisors to
assist in carrying out its business plan;
WHEREAS, Ruby desires to have Consultant provide consulting services to and
for it and Consultant desires to provide such services;
NOW, THEREFORE, in consideration of the premises and the mutual promises
set forth herein, the parties hereto covenant and agree as follows:
1. For a period of 24 months, beginning on September 7, 2004 (the
"Consulting Period"), Consultant shall serve as a consultant and advisor to Ruby
on matters relating to the identification and negotiation of agreements with
prospective joint venture and strategic alliance partners, both foreign and
domestic; the securing of new rescue and recovery permits; both foreign and
domestic; and the establishment of offices and operations in foreign
jurisdictions.
2. During the Consulting period, Ruby shall be entitled to Consultant's
services for reasonable times when and to the extent requested by, and subject
to the reasonable direction of Ruby's Chairman of the Board of Directors and
Chief Executive Officer, G. Xxxxxx Xxxxxxxxxxx. It is understood that the
Consultants services are not exclusive to Ruby Mining Company.
3. Consultant's services shall be rendered from his office or home, or, at
Ruby's request, from Ruby's executive offices. Reasonable travel, telephones,
entertainment and other expenses when incurred by Consultant at the request of
Ruby Mining Company to render services at locations other than his office or
home or from Ruby's offices shall be reimbursed by Ruby promptly upon receipt of
proper invoices and statements with regard to the nature and amount of those
expenses.
4. Consultant shall have no authority to bind Ruby by or obtain any
obligation, agreement, promise, or representation without first obtaining the
written approval of the Chief Executive Officer of Ruby. Consultant shall not
incur any liability on behalf of Ruby or in any way represent or bind Ruby in
any manner or thing whatsoever and nothing herein shall be deemed to constitute
either party the agent or representative of the other. Ruby shall indemnify and
hold Consultant harmless from and against any liability resulting from the
performance of the consulting services hereunder.
5. In consideration of Consultant's entering into this Agreement, Ruby has
agreed to issue to Consultant on or before January 15, 2005, 500,000 shares of
Ruby's Common Stock (the "Shares") with an agreed value equal to the closing
price of Ruby's Common Stock on September 7, 2004 and a warrant to purchase
100,000 shares of Ruby `s Common Stock (the "Warrant Shares"), with an exercise
price of $.46 per share with an expiration date of September 7, 2009. Such
shares shall be restricted until 1 year after issuance or until a registration
occurs whichever occurs first. The warrants may be exercised at any time before
September 1, 2009 and will yield stock restricted for 1 year from the date
exercised or until registration occurs whichever comes first. Ruby also agrees
to pay $2500.00 per month draw against any commission owed Consultant on any
money raised for Ruby, to be paid at a rate of 10%.
6. If the stock reaches a bid price of $3.00 or more and maintains a level
for twenty (20) consecutive trading days at any time during this agreement, an
additional 500,000 warrants shall be issued under the same terms as in item 5.
7. Consultant understands and agrees that he is an independent contractor
rather than an employee or agent of Ruby.
8. Consultant shall be responsible for withholding, paying and reporting
any and all required federal, state, or local income, employment and other taxes
and charges. Consultant understand and agrees that Ruby will make no deduction
from payments to Consultant for federal or state tax withholdings, social
security, unemployment, worker's compensation or disability insurance.
9. Consultant agrees that he will not, without Ruby's prior consent,
disclose to anyone, any trade secrets of Ruby or any confidential, non-public
information relating to Ruby's business, operations or prospects.
10. It is understood and agreed that the services of Consultant are unique
and personal in nature and neither Consultant nor Ruby shall designate or assign
all or any portion of his or its required performance to any other individual,
firm or entity, without the other's written consent.
11. No waiver, amendment or modifications of any provision of this
Agreement shall be effective unless in writing and signed by both parties. This
Agreement shall be binding upon and inure to the benefit of the heirs,
successors, permitted assigns and legal representatives of the parties. This
Agreement constitutes the entire agreement between the parties concerning the
subject matter hereof and supersedes all prior negotiations, discussions and
other agreements with respect to the subject matter hereof. This Agreement shall
be governed by and interpreted in accordance with the laws of the State of
Georgia. This Agreement may be executed in on or more counterparts, each of
which shall be deemed an original and all of which together shall constitute one
and the same instrument. The undersigned signatories signing for Ruby have full
authority to execute this Agreement on behalf of Ruby and thus to legally bind
Ruby to all of the terms hereof.
IN WITNESS WHEROF, this Agreement has been executed as of the 7th day of
September, 2004.
(SIGNATURE PAGE FOLLOWS)
DIVERSIFIED FINANCIAL INVESTOR
RELATIONS CONSULTANTS, LLC
By: /s/ H. Xxx XxXxxxxx
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H. Xxx XxXxxxxx, Manager
RUBY MINING COMPANY
By: /s/ G. Xxxxxx Xxxxxxxxxxx
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G. Xxxxxx Xxxxxxxxxxx, CEO
By: /s/ Xxxxxx X. Xxxxxxx, Xx.
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Xxxxxx X. Xxxxxxx, Xx., Secretary
